-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APC3R1DcOGYkRyeJB1LwqC3zECWo8jfK2bPO4EoF+rmdwNYz3+Vl6IKNcXUOF3N9 MHzS0d47SywShyL76EGeOQ== 0000910662-02-000003.txt : 20020413 0000910662-02-000003.hdr.sgml : 20020413 ACCESSION NUMBER: 0000910662-02-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020107 GROUP MEMBERS: AVIRAM WERTHEIM GROUP MEMBERS: DAVID WERTHEIM GROUP MEMBERS: KLARA HETZ GROUP MEMBERS: MOSHE WERTHEIM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE INC CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521794271 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54975 FILM NUMBER: 2503057 BUSINESS ADDRESS: STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 MAIL ADDRESS: STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HETZ NATHAN CENTRAL INDEX KEY: 0001126518 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 LITVINSKY ST STREET 2: RAMAT GAN CITY: ISTRAEL STATE: L3 ZIP: 52632 MAIL ADDRESS: STREET 1: 5 LITVINSKY ST STREET 2: RAMAT GAN CITY: ISRAEL STATE: L3 ZIP: 52632 SC 13D/A 1 sc13da4.txt AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* EQUITY ONE, INC. ---------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 690113105 --------- (CUSIP Number) Steven J. Glusband Carter, Ledyard & Milburn 2 Wall Street, New York, New York 10005 (212) 732-3200 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 20, 2001 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format will include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page will be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page will not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but will be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 294752100 1 NAME OF REPORTING PERSON: David Wertheim I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: BK, HC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: 0 shares of Common Stock SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,134,419 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,134,419 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,134,419 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.86% 14 TYPE OF REPORTING PERSON: IN -2- CUSIP No. 294752100 1 NAME OF REPORTING PERSON: Moshe Wertheim I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: BK, HC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: 0 shares of Common Stock SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,134,419 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,134,419 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,134,419 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.86% 14 TYPE OF REPORTING PERSON: IN -3- CUSIP No. 294752100 1 NAME OF REPORTING PERSON: Aviram Wertheim I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: BK, HC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: 0 shares of Common Stock SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,134,419 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,134,419 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,134,419 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.86% 14 TYPE OF REPORTING PERSON: IN -4- CUSIP No. 294752100 1 NAME OF REPORTING PERSON: Nathan Hetz I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: BK, HC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: 0 shares of Common Stock SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,134,419 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,134,419 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,134,419 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.86% 14 TYPE OF REPORTING PERSON: IN -5- CUSIP No. 294752100 1 NAME OF REPORTING PERSON: Klara Hetz I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS: BK, HC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel NUMBER OF 7 SOLE VOTING POWER: 0 shares of Common Stock SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,134,419 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 shares of Common Stock REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,134,419 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,134,419 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.86% 14 TYPE OF REPORTING PERSON: IN -6- This Amendment No. 4 to the Statement on Schedule 13D dated October 17, 2000 is being filed to report a change in the source of funds for the acquisition of 650,000 shares of common stock, $0.01 par value (the "Common Stock"), of Equity One, Inc., a Maryland corporation (the "Issuer") from the Issuer by AH Investments US, L.P., a Delaware Limited Partnership ("AH Investments") on September 14, 2001. Item 3. Source and Amount of Funds or Other Consideration ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: On September 14, 2001 AH Investments exercised warrants to purchase 650,000 shares of Common Stock of the Issuer in a private transaction. The purchase price of $7,068,750 was funded from the working capital of Alony Hetz Properties and Investments Ltd. ("AHPI"), the parent of AH Investments. On December 20, 2001 AH Investments entered into an agreement with Bank Leumi le-Israel B.M. (the "Bank") to replace a portion of the funds advanced by AHPI for the purchase of the Common Stock. The Bank provided $4,325,000 in financing under two credit facilities. Pursuant to a commitment letter, letter of undertaking and pledge and security agreement, dated December 20, 2001 (collectively the "Credit Agreement"), the Bank agreed to provide up to $5,000,000 in financing to AH Investments. The financing is divided into two separate credit facilities, Credit A and Credit B. Credit A in the amount of $3,750,000 was drawn down in total at the closing. The term of the loan under Credit A is for a period of 20 years and 3 months. The principal amount is payable by means of 61 equal quarterly installments, payable on the last day of each quarter. The first principal payment will be made 60 months after the closing date. Credit A bears annual interest of LIBOR plus 1.50%, payable on the last day of each quarter. Credit B provides for a loan facility of up to $1,250,000, and may be drawn down in one or more transactions, provided that at the time of each request the amount advanced under Credit A and the total of the amount advanced under Credit B at the time of such request shall not be in excess of 50% of the value of the Pledged Shares (hereinafter defined). The term of the Credit B facility is 63 months. The principal amount of the funds drawn down under the Credit B facility is payable by means of 21 equal quarterly installments payable on last day of each quarter. The first payment will take place three months from the date of a draw down. Credit B bears annual interest of LIBOR plus 1.50%, payable each quarter. Pursuant to a pledge and security agreement (the "Pledge Agreement") dated December 20, 2001, AH Investments pledged to the Bank as collateral all of it rights, title and interest in and to: (i) 650,000 shares of the Issuer ("the Pledged Shares"); and (ii) subject to the terms and conditions of the Pledge Agreement all proceeds from the Pledged Shares including without limitation dividends and /or other cash paid on, or by reason of the ownership of, the Pledged Shares; and (iii) one of its demand registration rights as that term is defined under the Subscription Agreement between the Issuer and AHPI, dated as of October 4, 2000. -7- AH Investments agreed: (i) not to create, incur, assume or suffer to exist any lien, security interest, encumbrance or charge of any kind upon the Pledged Collateral, except liens, security interests, encumbrances or charges in favor of Bank; (ii) not to sell, transfer or otherwise dispose of any Pledged Collateral, except as expressly permitted by the Credit Agreement; (iii) that its tangible equity will not be less than $1,500,000; and (iv) not to allow a change of control in its ownership; and (v) not to effect a merger with another entity without receiving the Bank's prior written consent. Item 4. Purpose of Transaction Not applicable. Item 5. Interest in Securities of the Issuer Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The description of the Credit Agreement, the pledge of the Pledged Collateral pursuant to the Credit Agreement set forth in Item 3 of this Statement is hereby incorporated by reference in this Item 6. Item 7. Material to be filed as Exhibits Exhibit 1. Joint Filing Agreement has been filed as Exhibit 1 to the Statement on Schedule 13D filed with the SEC on October 19, 2000 and is hereby incorporated by reference. Exhibit 2. Power of Attorney dated December 29, 2000 was filed as Exhibit 2 to the Amendment No. 1 to the Statement on Schedule 13D filed with the SEC on January 3, 2001 and is hereby incorporated by reference. Exhibit 3. Subscription Agreement dated October 4, 2000 was filed as Exhibit 2 to the Statement on Schedule 13D filed with the SEC on October 19, 2000 and is hereby incorporated by reference. Exhibit 4. Warrant Agreement for the Purchase of Shares of Common Stock dated October 4, 2000 was filed as Exhibit 3 to the Statement on Schedule 13D filed with the SEC on October 19, 2000 and is hereby incorporated by reference. -8- Exhibit 5. Stockholders Agreement dated October 4, 2000 by and among Equity One, Inc., Alony Hetz Properties & Investments, Ltd. or its wholly owned entity, Gazit-Globe (1982) Ltd., M.G.N. (USA), Inc. and Gazit (1995), Inc. was filed as Exhibit 4 to the Statement on Schedule 13D filed with the SEC on October 19, 2000 and is hereby incorporated by reference. -9- SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned hereby certify that the information set forth in this Amendment to the Statement is true, complete and correct. Date: January 7, 2002 * --------------------------------------- David Wertheim * --------------------------------------- Moshe Wertheim * --------------------------------------- Aviram Wertheim * --------------------------------------- Nathan Hetz * --------------------------------------- Klara Hetz *ALONY HETZ PROPERTIES AND INVESTMENTS LTD. (Attorney-in-Fact) By: /s/Nathan Hetz ------------------------------------ Nathan Hetz, Chief Executive Officer By: /s/Varda Levy ------------------------------------ Varda Levy, Chief Financial Officer -10- -----END PRIVACY-ENHANCED MESSAGE-----